REGISTERED NUMBER: 11250716 (England and Wales)

Group Strategic Report, Report of the Director and

Consolidated Financial Statements for the Year Ended 31 August 2025

for

Optimum Group Holdings Ltd

Page

Company Information

1

Group Strategic Report

2

Report of the Director

3

Report of the Independent Auditors

4

Consolidated Income Statement

7

Consolidated Other Comprehensive Income

8

Consolidated Balance Sheet

9

Company Balance Sheet

10

Consolidated Statement of Changes in Equity

11

Company Statement of Changes in Equity

12

Consolidated Cash Flow Statement

13

Notes to the Consolidated Cash Flow Statement

14

Notes to the Consolidated Financial Statements

15

DIRECTOR:

D G Connor

REGISTERED OFFICE:

21 Hatton Garden

Liverpool

Merseyside

L3 2FE

REGISTERED NUMBER:

11250716 (England and Wales)

AUDITORS:

Douglas Fairless Partnership

Chartered Certified Accountants

and Statutory Auditors

Seymour Chambers

92 London Road

Liverpool

Merseyside

L3 5NW

The director presents his strategic report of the company and the group for the year ended 31 August 2025.

Optimum Group Holdings Ltd is the holding company for the optimum group which has been trading primarily as costa franchises stores for over a decade.

The group has been steadily expanding it's costa franchises over the years while also looking at other opportunities for growth which has recently seen them open a newsagent.

REVIEW OF BUSINESS

The year to 31st August 2025 has seen the group maintain it's position and deliver results consistent with the 2024 year despite challenging conditions relating to rising costs, inflation and cost of living increases affecting customers disposable income. Group revenue for the 2025 year has come in at £11.5 million which is a 3% drop over the 2024 year, 95.7% of the sales were generated from the costa franchises. The competitive nature of the coffee industry is increasing each year and has lead us to actively source new sites or expanding our costa franchises using the popular brand name to our advantage.

Tighter controls through the business have helped the business maintain a consistent gross profit margin of 40.46% (2024 - 40.65%) whilst net profits have decreased from 5.44% in 2024 to 4.13% in 2025 as a result of increases in operating expenditure as a direct result of increases in business rates and site rent costs.

We have continued to invest in new fixtures & fittings to keep all stores modern and up to date along with property purchases related to new costa franchises. The continued investment has lead to higher depreciation costs in recent years, the profit before depreciation is a strong indicator for how the business is operating with results consistent with the prior year at £1.17 million (2024 - £1.34 million).

Despite continued investment in group fixed assets and a slight drop in profits the group still shows a healthy cash position of £806,322 (2024 - £945,736).

PRINCIPAL RISKS AND UNCERTAINTIES

In line with the rest of he franchise industry, the director has identified the following as the more significant risks and uncertainties faced by the group: customer loyalty, margin pressure arising from inflation of raw materials and labour costs, competition and ultimately profitability, given the inherent cost base of the business required to support it's activities in it's chosen markets.

The director believes that the robust internal control processes in place, strong franchise brand and excellent levels of customer service provide the group with very good protection in relation to the principal risks and uncertainties faced.

ON BEHALF OF THE BOARD:

M J Edgar - Director

27 August 2026

The director presents his report with the financial statements of the company and the group for the year ended 31 August 2025.

DIVIDENDS

No dividends will be distributed for the year ended 31 August 2025.

DIRECTOR

D G Connor held office during the whole of the period from 1 September 2024 to the date of this report.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Group Strategic Report, the Report of the Director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the director is required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The director is responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable him to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, Douglas Fairless Partnership, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

M J Edgar - Director

27 August 2026

Opinion

We have audited the financial statements of Optimum Group Holdings Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 August 2025 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 31 August 2025 and of the group's profit for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the director with respect to going concern are described in the relevant sections of this report.

Other information

The director is responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Director, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-	the information given in the Group Strategic Report and the Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Director have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Director.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

-	the parent company financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of director's remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page three, the director is responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the director determines necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the director is responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the group or the parent company or to cease operations, or has no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.

In identifying and assessing risks of material misstatement in the financial statements in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:

- the nature of the industry and sector, the control environment and the impact of business performance on Directors earnings.

- results of our enquiries of management and key finance persons about their own identification and assessment of the risks and irregularities.

- any matters we identified after obtaining and reviewing company policies and procedures relating to; identifying, evaluating and complying with laws and regulations. Detecting and responding to risks of fraud. The internal controls in place to mitigate the risks of fraud or non-compliance with laws and regulations.

From this assessment, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis of our opinion. Our procedures to respond to risks identified included the following:

- reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with

provisions of relevant laws and regulations described as having a direct effect on the financial statements;

- enquiring of management concerning actual and potential litigation and claims;

- performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;

- reading minutes of meetings of those charged with governance, reviewing correspondence with HMRC; and

- in addressing the risk of fraud through management override of controls; we have tested the operational effectiveness of internal controls relevant to the financial statements, tested the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Mr Gregory Newton FCCA (Senior Statutory Auditor)

for and on behalf of Douglas Fairless Partnership

Chartered Certified Accountants

and Statutory Auditors

Seymour Chambers

92 London Road

Liverpool

Merseyside

L3 5NW

27 August 2026

TURNOVER

3

11,507,713

11,872,331

Cost of sales

6,853,126

7,046,113

GROSS PROFIT

4,654,587

4,826,218

Administrative expenses

4,225,783

4,111,583

428,804

714,635

Other operating income

403,757

136,306

OPERATING PROFIT

5

832,561

850,941

Gain/loss on revaluation of investment property

13,100

256,817

845,661

1,107,758

Interest payable and similar expenses

6

370,165

461,623

PROFIT BEFORE TAXATION

475,496

646,135

Tax on profit

7

229,373

248,905

PROFIT FOR THE FINANCIAL YEAR

246,123

397,230

Profit attributable to:

Owners of the parent

246,123

397,230

PROFIT FOR THE YEAR

246,123

397,230

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

246,123

397,230

Total comprehensive income attributable to:

Owners of the parent

246,123

397,230

FIXED ASSETS

Intangible assets

10

386,435

531,176

Tangible assets

11

6,632,528

6,843,233

Investments

12

Interest in associate

37,500

37,500

Other investments

1,152,129

1,032,556

Investment property

13

768,100

1,121,000

8,976,692

9,565,465

CURRENT ASSETS

Stocks

14

94,504

112,826

Debtors

15

1,282,248

630,326

Cash at bank and in hand

806,322

1,070,909

2,183,074

1,814,061

CREDITORS

Amounts falling due within one year

16

3,037,643

2,406,602

NET CURRENT LIABILITIES

(854,569

)

(592,541

)

TOTAL ASSETS LESS CURRENT LIABILITIES

8,122,123

8,972,924

CREDITORS

Amounts falling due after more than one year

17

(5,032,986

)

(6,034,955

)

PROVISIONS FOR LIABILITIES

20

(422,298

)

(399,640

)

NET ASSETS

2,666,839

2,538,329

CAPITAL AND RESERVES

Called up share capital

21

100

100

Revaluation reserve

22

(31,935

)

(31,935

)

Non-Dist Reserves

22

84,825

192,613

Retained earnings

22

2,613,849

2,377,551

SHAREHOLDERS' FUNDS

2,666,839

2,538,329

The financial statements were approved by the director and authorised for issue on 27 August 2026 and were signed by:

M J Edgar - Director

FIXED ASSETS

Intangible assets

10

-

-

Tangible assets

11

-

-

Investments

12

1,287,832

1,287,832

Investment property

13

-

-

1,287,832

1,287,832

CURRENT ASSETS

Debtors

15

91,450

9,679

CREDITORS

Amounts falling due within one year

16

1,108,698

1,024,427

NET CURRENT LIABILITIES

(1,017,248

)

(1,014,748

)

TOTAL ASSETS LESS CURRENT LIABILITIES

270,584

273,084

CREDITORS

Amounts falling due after more than one year

17

272,730

272,730

NET (LIABILITIES)/ASSETS

(2,146

)

354

CAPITAL AND RESERVES

Called up share capital

21

100

100

Retained earnings

22

(2,246

)

254

SHAREHOLDERS' FUNDS

(2,146

)

354

Company's (loss)/profit for the financial year

(2,500

)

65,254

The financial statements were approved by the director and authorised for issue on 27 August 2026 and were signed by:

M J Edgar - Director

Called up

share

Retained

Revaluation

Non-Dist

Total

capital

earnings

reserve

Reserves

equity

£

£

£

£

£

Balance at 1 September 2023

100

2,237,934

-

-

2,238,034

Changes in equity

Dividends

-

(65,000

)

-

-

(65,000

)

Total comprehensive income

-

204,617

(31,935

)

192,613

365,295

Balance at 31 August 2024

100

2,377,551

(31,935

)

192,613

2,538,329

Changes in equity

Total comprehensive income

-

236,298

-

(107,788

)

128,510

Balance at 31 August 2025

100

2,613,849

(31,935

)

84,825

2,666,839

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 September 2023

100

-

100

Changes in equity

Dividends

-

(65,000

)

(65,000

)

Total comprehensive income

-

65,254

65,254

Balance at 31 August 2024

100

254

354

Changes in equity

Total comprehensive income

-

(2,500

)

(2,500

)

Balance at 31 August 2025

100

(2,246

)

(2,146

)

Cash flows from operating activities

Cash generated from operations

1

1,443,369

1,626,661

Interest paid

(370,165

)

(461,623

)

Tax paid

8,644

90,467

Net cash from operating activities

1,081,848

1,255,505

Cash flows from investing activities

Purchase of intangible fixed assets

(14,000

)

(180,000

)

Purchase of tangible fixed assets

(1,194,917

)

(971,347

)

Purchase of fixed asset investments

(119,573

)

(507,471

)

Sale of tangible fixed assets

758,604

170,185

Sale of investment property

664,350

-

Net cash from investing activities

94,464

(1,488,633

)

Cash flows from financing activities

New loans in year

-

1,170,000

Loan repayments in year

(1,359,128

)

(744,346

)

Amount withdrawn by directors

(81,771

)

(2,353

)

Equity dividends paid

-

(65,000

)

Net cash from financing activities

(1,440,899

)

358,301

(Decrease)/increase in cash and cash equivalents

(264,587

)

125,173

Cash and cash equivalents at beginning of year

2

1,070,909

945,736

Cash and cash equivalents at end of year

2

806,322

1,070,909

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

31.8.25

31.8.24

£

£

Profit before taxation

475,496

646,135

Depreciation charges

848,115

873,582

(Profit)/loss on disposal of fixed assets

(142,355

)

79,428

Gain on revaluation of fixed assets

(13,100

)

(256,817

)

Finance costs

370,165

461,623

1,538,321

1,803,951

Decrease/(increase) in stocks

18,322

(20,814

)

Increase in trade and other debtors

(570,151

)

(61,225

)

Increase/(decrease) in trade and other creditors

456,877

(95,251

)

Cash generated from operations

1,443,369

1,626,661

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 August 2025

31.8.25

1.9.24

£

£

Cash and cash equivalents

806,322

1,070,909

Year ended 31 August 2024

31.8.24

1.9.23

£

£

Cash and cash equivalents

1,070,909

945,736

3.	ANALYSIS OF CHANGES IN NET DEBT

At 1.9.24

Cash flow

At 31.8.25

£

£

£

Net cash

Cash at bank and in hand

1,070,909

(264,587

)

806,322

1,070,909

(264,587

)

806,322

Debt

Debts falling due within 1 year

(443,397

)

1,995

(441,402

)

Debts falling due after 1 year

(5,762,225

)

1,001,969

(4,760,256

)

(6,205,622

)

1,003,964

(5,201,658

)

Total

(5,134,713

)

739,377

(4,395,336

)

1.	STATUTORY INFORMATION

Optimum Group Holdings Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets.

Turnover

The turnover in the profit and loss account represents revenue recognised on goods sold on a cash or credit basis, exclusive of value added tax.

Goodwill

Goodwill, being the amount paid in connection with the acquisition of a business in 2017, is being amortised evenly over its estimated useful life of ten years.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Patents and licences are being amortised evenly over their estimated useful life of five years.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Freehold property

-

2% on cost and not provided

Improvements to property

-

10% on cost

Plant and machinery

-

10% on cost

Fixtures and fittings

-

15% on reducing balance and 10% on cost

Motor vehicles

-

25% on reducing balance

Computer equipment

-

33% on cost

Tangible assets are initially measured at cost. After initial recognition, tangible assets are measured at cost less accumulated depreciation and any accumulated impairment losses

Investments in associates

Investments in associate undertakings are recognised at cost.

Investment property

Investment property is shown at most recent valuation. Any aggregate surplus or deficit arising from changes in fair value is recognised in profit or loss.

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Financial instruments

The group further enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from third parties and loans to and from related parties.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits

The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

3.

TURNOVER

4.	EMPLOYEES AND DIRECTORS

31.8.25

31.8.24

£

£

Wages and salaries

362,098

172,246

Social security costs

29,167

7,023

Other pension costs

5,766

1,316

397,031

180,585

The average number of employees during the year was as follows:

31.8.25

31.8.24

Management

7

6

Director

2

1

9

7

The average number of employees by undertakings that were proportionately consolidated during the year was NIL (2024 - NIL).

31.8.25

31.8.24

£

£

Director's remuneration

12,617

2,094

5.	OPERATING PROFIT

The operating profit is stated after charging/(crediting):

31.8.25

31.8.24

£

£

Hire of plant and machinery

60,905

51,350

Depreciation - owned assets

689,373

734,659

(Profit)/loss on disposal of fixed assets

(142,355

)

79,428

Goodwill amortisation

148,266

136,266

Patents and licences amortisation

10,475

7,674

Auditors' remuneration

32,540

31,000

Other non- audit services

10,140

8,500